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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): October 20, 2003
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VICOR CORPORATION
(Exact name of Registrant as specified in charter)
Delaware 0-18277 04-2742817
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(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
25 Frontage Road, Andover, Massachusetts 01810
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(Address of principal executive offices) (Zip Code)
(978) 470-2900
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(Registrant's telephone number, including area code)
N/A
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(Former name, former address and former fiscal year, if changed since last
report)
Item 7. Exhibits.
(c) Exhibits. The following exhibits are being furnished herewith:
Exhibit
Number Title
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99.1 Vicor Corporation's press release dated October 20, 2003.
99.2 Vicor Corporation's press release dated October 20, 2003.
Item 9. Regulation FD Disclosure
The Company is furnishing the information included as Exhibit 99.2 to this
report pursuant to Regulation FD. This information is being furnished pursuant
to Item 9 of this Current Report on Form 8-K and shall not be deemed to be
"filed" for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liabilities of that section and will not
be incorporated by reference into any registration statement filed by the
Company under the Securities Act of 1933, as amended, unless specifically
identified therein as being incorporated therein by reference. This report will
not be deemed an admission as to the materiality of any information in the
report that is required to be disclosed solely by Regulation FD.
On October 20, 2003, Vicor Corporation issued a press release regarding V-I Chip
License to Celestica.
The full text of that press release is attached as Exhibit 99.2 hereto and
incorporated by reference herein.
Item 12. Results of Operations and Financial Condition.
On October 20, 2003, Vicor Corporation issued a press release announcing its
financial results for the third quarter of 2003. The full text of that press
release is attached as Exhibit 99.1 hereto and incorporated by reference herein.
The information furnished under this Item 12, including the Exhibit attached
hereto, shall not be deemed "filed" for any purpose, including for purposes of
Section 18 of the Securities and Exchange Act of 1934 (the "Exchange Act") or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933 or the
Exchange Act, regardless of any general incorporation language in such filing.
[Remainder of page left blank intentionally]
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VICOR CORPORATION
Dated: October 20, 2003 By: /s/ Mark A. Glazer
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Name: Mark A. Glazer
Title: Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Title
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99.1 Vicor Corporation's press release dated October 20, 2003.
99.2 Vicor Corporation's press release dated October 20, 2003.
4
Exhibit 99.1
Vicor Corporation Announces 3rd Qtr Results
ANDOVER, Mass.--(BUSINESS WIRE)--Oct. 20, 2003--Vicor Corporation
(NASDAQ: VICR) today announced its financial results for the quarter
ended September 30, 2003. Revenues for the quarter decreased to
$35,877,000 compared with $39,503,000 for the corresponding period a
year ago. The Company reported a net loss of $7,120,000 compared with
a net loss of $2,625,000 in 2002, and a diluted loss per share of $.17
compared with a diluted loss per share of $.06 in 2002. The larger net
loss was due, in part, to increased investments in product development
and a tax rule change limiting the availability of tax loss
carry-backs in 2003 as discussed below.
For the nine months ended September 30, 2003 revenues increased to
$112,310,000 from $110,954,000 for the same period of 2002. The
Company reported a net loss for the period of $19,707,000 compared
with a net loss of $12,408,000 in 2002, and a diluted loss per share
of $.47 compared with a diluted loss per share of $.29 in 2002.
In the third quarter, revenues decreased by 9.2% over the third
quarter of 2002, and decreased by 7.3% on a sequential basis from the
second quarter of 2003. The book to bill for the third quarter was
1.05:1 as compared with 0.98:1 in the second quarter of 2003. The
Company ended the third quarter with approximately $33.4 million in
backlog compared to $31.9 million at the end of 2002.
In the third quarter, gross margin decreased to 23.9%, compared
with 25.6% in the third quarter of 2002 and 27.2% in the second
quarter of 2003. The gross margin was negatively impacted by lower
shipments, a change in the revenue mix from first to second generation
products and separation costs that the Company has incurred or accrued
relating to the termination of the general furlough program.
The Company had previously announced that in consideration of the
excess in factory capacity that has persisted for nearly three years,
the potential for improvements in productivity and the lower labor
content of its new V-I Chips(TM), it would end the general furlough
program for its factory workers effective October 10, 2003. In July,
approximately 270 factory workers were notified that the Company would
not continue to employ them after October 10th. Former employees that
are unable to obtain other employment are being provided with benefits
through the end of 2003.
Depreciation and amortization in the quarter was $5.5 million and
capital additions were $1.3 million. For the first nine months of 2003
depreciation and amortization was $16.8 million and capital additions
were $4.6 million. The Company recorded the write-down of obsolete
equipment valued at $333,000, which was charged to other income
(expense), net.
During the third quarter, the Company revised its estimated
effective tax rate expected to be applicable for the full year 2003 to
an expected tax benefit of 1% based on the reduced impact of state and
international taxes as a result of higher anticipated losses for the
full year 2003 and the revised estimated impact of expected benefits
of certain items including foreign sales corporation tax benefits and
related items. The effect of the revision of the estimated effective
tax rate on the results for the third quarter was approximately $1.0
million. During 2002, the Company recorded a tax benefit of 36.5%
reducing pre-tax losses due to a carry-back provision allowed by a
temporary change in the tax laws.
Cash and short-term investments were $112.4 million, an increase
of $11.5 million from the end of 2002 and an increase of approximately
$1.6 million from the end of the second quarter of 2003. The Company
did not repurchase any shares during the quarter and has $26.0 million
remaining on its authorized stock buy-back plan.
Inventories decreased by approximately $7.3 million to $23.0
million as compared with $30.3 million at the end of 2002 and
decreased by $1.2 million from the end of the second quarter of 2003.
During the quarter, the Company experienced a high level of
interest in its V-I Chip technology from customers in major end
markets, including Communications, Consumer, Defense, Industrial,
Information Technology and Transportation. V-I Chips are the building
blocks of Factorized Power Architecture ("FPA"), the new power
distribution architecture announced by Vicor this past April. Trade
press coverage has characterized Factorized Power and V-I Chips as
disruptive technology, providing a quantum leap in performance for
power systems. V-I Chips overcome the density, efficiency, speed and
noise limitations inherent in both, the "bricks" of the Distributed
Power Architecture ("DPA") and the "niPOLs" of the Intermediate Bus
Architecture ("IBA"). Leading original equipment manufacturers (OEMs)
in Communications, Consumer and Information Technology markets have
already asked Vicor to provide V-I Chip based solutions to power
system requirements that DPA and IBA are unable to address.
In a separate press release, the Company announced today that it
has entered into a non-exclusive license with Celestica Inc. to
manufacture and sell the V-I Chip Product Family as an alternate
source to Vicor. The Company believes that select alternate sources of
supply for V-I Chips will accelerate market penetration by encouraging
leading OEMs in major end markets to take advantage of these
revolutionary components and realize new and better OEM products.
Given the large size and complexity of the addressable market for V-I
Chips, the Company expects that licensing appropriate alternate
sources of supply will amplify the market opportunity and enhance its
total return on investment in V-I Chips and in the research and
development of the underlying technologies. To this end, the Company
has engaged in discussions with certain companies that have a
recognized presence in Communications, IT, Industrial and Consumer
Electronics end markets and that have approached the Company with an
interest to enter into a license to manufacture and sell V-I Chips or
to use V-I Chips within their OEM products.
For more information on Vicor and its products, please visit the
Company's website at www.vicorpower.com.
Earnings Conference Call
Vicor will be holding its investor conference call, today, Monday,
October 20, 2003 at 5:00 p.m. (EDST). Shareholders interested in
participating in the call, should call 1-800-299-9086 at approximately
4:50 p.m. and use the Passcode 30416788. Internet users can listen to
a real-time audio broadcast of the conference call on the Investor
Relations section of Vicor's website at www.vicorpower.com/irwebcast.
Please go to the website at least 15 minutes prior to the call to
register, download and install any necessary software. For those who
cannot participate a replay will be available, shortly after the
conclusion of the call, through 5:00 p.m. on October 27, 2003. The
replay dial-in number is 1-888-286-8010 and the Passcode is 66811853.
In addition, a webcast replay of the conference call will also be
available on the Investor Relations section of Vicor's website at
www.vicorpower.com/irwebcast beginning shortly after the conclusion of
the call.
This press release contains certain forward-looking statements as
that term is defined in the Private Securities Litigation Reform Act
of 1995. You can identify these statements by our use of the words
"may," "will," "would," "plans," "expects," "anticipates," "believes,"
"continue," "estimate," "prospective," "project," "intend," and
similar expressions. These forward-looking statements involve risks
and uncertainties that could cause actual results to differ materially
from those projected or anticipated. These risks and uncertainties
include our ability to develop and market new products and
technologies cost-effectively, to leverage design wins into increased
product sales, to decrease manufacturing costs and to enter into
licensing agreements that amplify the market opportunity and
accelerate market penetration, as well as those risks and
uncertainties identified in the Company's Annual Report on Form 10-K.
The risk factors contained in the Annual Report on Form 10-K may not
be exhaustive. Therefore, the information contained in that Form 10-K
should be read together with other reports and documents that the
Company files with the SEC from time to time, which may supplement,
modify, supersede or update those risk factors.
Vicor Corporation designs, develops, manufactures and markets
modular power components and complete power systems based upon a
portfolio of patented technologies. Headquartered in Andover,
Massachusetts, Vicor sells its products primarily to the
telecommunications, electronic data processing, industrial control and
military electronics markets.
VICOR CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
(Thousands except for per share amounts)
QUARTER ENDED NINE MONTHS ENDED
(Unaudited) (Unaudited)
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SEPT 30, SEPT 30, SEPT 30, SEPT 30,
2003 2002 2003 2002
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Net revenues $35,877 $39,503 $112,310 $110,954
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Costs and expenses
Cost of sales 27,290 29,380 84,279 83,986
Sales & administration 10,230 9,646 30,948 31,033
Research & development 6,046 5,089 17,213 15,324
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43,566 44,115 132,440 130,343
Operating loss (7,689) (4,612) (20,130) (19,389)
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Other income (expense), net (114) 478 224 (152)
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Loss before taxes (7,803) (4,134) (19,906) (19,541)
Benefit for income taxes 683 1,509 199 7,133
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Net loss ($ 7,120)($ 2,625)($ 19,707)($ 12,408)
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Net loss per share:
Basic ($ 0.17) ($ 0.06) ($ 0.47) ($ 0.29)
Diluted ($ 0.17) ($ 0.06) ($ 0.47) ($ 0.29)
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Shares Outstanding:
Basic 41,851 42,328 41,901 42,383
Diluted 41,851 42,328 41,901 42,383
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VICOR CORPORATION
CONSOLIDATED BALANCE SHEET
(Thousands)
SEPT 30, DEC 31,
2003 2002
(Unaudited) (Unaudited)
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Assets
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Current Assets
Cash and cash equivalents $64,248 $72,120
Short-term investments 48,184 28,779
Accounts receivable 21,145 22,469
Inventories 23,005 30,325
Refundable income taxes 1,419 8,846
Deferred tax assets 7,526 8,126
Other current assets 1,993 2,399
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Total current assets 167,520 173,064
Property and equipment, net 86,601 98,738
Other assets 6,914 6,643
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$261,035 $278,445
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Liabilities and Stockholders' Equity
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Current Liabilities
Accounts payable $5,716 $5,724
Accrued compensation and benefits 4,481 3,379
Other accrued liabilities 10,231 11,282
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Total current liabilities 20,428 20,385
Deferred income taxes - long term 14,295 10,027
Stockholders' Equity
Capital stock 146,981 146,433
Retained earnings 183,691 203,398
Treasury stock (104,360) (101,798)
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Total stockholders' equity 226,312 248,033
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$261,035 $278,445
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CONTACT: Vicor Corporation
Mark A. Glazer, 978-470-2900
Chief Financial Officer
Exhibit 99.2
Vicor Announces V-I Chip License to Celestica
ANDOVER, Mass.--(BUSINESS WIRE)--Oct. 20, 2003--Vicor Corporation
(NASDAQ: VICR) today announced that it has entered into a
non-exclusive license with Celestica Inc. to manufacture and sell the
V-I Chip(TM) (VIC) Product Family. V-I Chips are the building blocks
of the new Factorized Power Architecture (FPA) that Vicor announced
this past April.
V-I Chips deliver up to 240 Watts of power in a surface-mount
(SMD) ball-grid array (BGA) package occupying less than 0.25
cubic-inch of space, with power densities up to 960
Watts-per-cubic-inch -- five times better than competitive products.
Available in both an "in-board" BGA configuration and an "on-board"
leaded SMD configuration, and capable of efficiently delivering
currents greater than 100A to the point-of-load, V-I Chips set new
standards for conversion efficiency, fast response to dynamic loads
and low noise performance.
According to Andrew Hilbert, Senior Director of Marketing for
Vicor: "When compared to the bricks of distributed power or the
non-isolated point-of-load converters powered by an intermediate bus,
V-I Chips and FPA represent a revolutionary and disruptive power
system solution that offers step-function improvements in performance
at a low cost. Now, with Celestica as a licensee, OEMs will be able to
source these products from two recognized leaders in the power
conversion industry."
"We are pleased that Celestica has become a licensee for V-I
Chips," says Patrizio Vinciarelli, President and CEO of Vicor.
"Celestica's reputation as a first-tier supplier of high-quality power
conversion products, and its leadership in innovative electronics
manufacturing services, qualifies it to become an excellent alternate
source. We believe that this license will amplify the market
opportunity and accelerate the market penetration of V-I Chips and
Factorized Power."
V-I Chips are currently available from Vicor and will soon be
offered by Celestica. Datasheets are available at www.vicorpower.com.
Vicor Corporation designs, develops, manufactures and markets
modular power components and complete power systems based upon a
portfolio of patented technologies. Vicor Corporation is headquartered
in Andover, Massachusetts, USA.
This press release contains certain forward-looking statements as
that term is defined in the Private Securities Litigation Reform Act
of 1995. You can identify these statements by our use of the words
"may," "will," "would," "should," "plans," "expects," "anticipates,"
"believes," "is designed to," "continue," "estimate," "project,"
"intend," and similar expressions. These forward-looking statements
involve risks and uncertainties that could cause actual results to
differ materially from those projected or anticipated. These risks and
uncertainties include our ability to develop and market new products
and technologies cost-effectively and to decrease manufacturing costs,
as well as those risks and uncertainties identified in the Company's
Annual Report on Form 10-K. The risk factors contained in the Annual
Report on Form 10-K may not be exhaustive. Therefore, the information
contained in that Form 10-K should be read together with other reports
and documents that the Company files with the SEC from time to time,
which may supplement, modify, supersede or update those risk factors.
CONTACT: Vicor Corporation
Mark A. Glazer, 978-470-2900
mglazer@vicr.com